TIDMMPH
RNS Number : 3972B
Mereo BioPharma Group plc
07 October 2020
Mereo BioPharma Files Registration Statement on Form F-3 with
U.S. Securities and Exchange Commission and Enters into
"At-The-Market" Sales Agreement with SVB Leerink
London and Redwood City, Calif., October 7 , 2020 - On October
6, 2020, Mereo BioPharma Group plc (NASDAQ: MREO, AIM: MPH)
("Mereo" or "the Company"), a clinical-stage biopharmaceutical
company focused on oncology and rare diseases, filed with the U.S.
Securities and Exchange Commission ("SEC") a shelf registration
statement on Form F-3 (File No. 333-249341) (the "Registration
Statement") pursuant to which the Company may offer up to
$200,000,000 of its ordinary shares nominal value GBP0.003 per
ordinary share (the "Ordinary Shares") in the form of American
Depositary Shares ("ADSs"), with each ADS representing five
Ordinary Shares, and entered into a Sales Agreement dated October
6, 2020 (the "Sales Agreement") with SVB Leerink LLC (the "Agent"),
pursuant to which the Company may sell, from time to time, at its
option, up to $50,000,000 of its Ordinary Shares in the form of
ADSs through the Agent (the "ATM Program"). The Sales Agreement
contains customary representations, warranties and indemnities and
provides that the Company pay the Agent a customary commission of
3% on the sale of any ADSs sold through the Agent under the Sales
Agreement.
The Registration Statement has not yet become effective. These
securities may not be sold nor may offers to buy be accepted prior
to the time the Registration Statement becomes effective. A copy of
the Registration Statement may be obtained on the SEC's website at
www.sec.gov. The filing of the Registration Statement does not
affect the statutory pre--emption rights of shareholders in the
Company.
The specifics of any future offering, including the prices and
terms of the ADSs offered by the Company, will be determined at the
time of any such offering and will be described in detail in a
prospectus supplement filed by the Company with the SEC in
connection with such offering. The Company has no immediate plans
to offer ADSs pursuant to the Registration Statement or to sell
ADSs under the ATM Program.
The establishment of the ATM Program follows the resolutions
adopted at the Company's Annual General Meeting on June 29, 2020.
The ADSs to be sold under the Sales Agreement, if any, will be
issued and sold by methods deemed to be an "at the market offering"
as defined in Rule 415(a)(4) promulgated under the Securities Act
of 1933, as amended, or in negotiated transactions, if authorized
by the Company, in each case, pursuant to the Registration
Statement. The Registration Statement contains a preliminary
prospectus supplement relating to the ATM Program. Any sales under
the ATM Program will be made pursuant to a final prospectus
supplement to be filed by the Company with the SEC following the
effectiveness of the Registration Statement.
Unless otherwise indicated in a prospectus supplement, the
Company expects to use the net proceeds from sales of any ADSs
pursuant to the Registration Statement for advancing the Company's
clinical development programs, general corporate purposes and other
business opportunities.
This announcement shall not constitute an offer to sell or the
solicitation of an offer to buy the Ordinary Shares or ADSs, nor
shall there be any sale of the Ordinary Shares or ADSs in any state
or jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction.
Neither this announcement nor the Registration Statement forms
part of an offer of transferable securities to the public in the
United Kingdom and no prospectus has been, or is required to be,
submitted to the U.K. Financial Conduct Authority for approval.
About Mereo BioPharma
Mereo BioPharma is a biopharmaceutical company focused on the
development and commercialization of innovative therapeutics that
aim to improve outcomes for oncology and rare diseases. Mereo's
lead oncology product candidate, etigilimab (Anti-TIGIT), has
completed a Phase 1a dose escalation clinical trial in patients
with advanced solid tumors and has been evaluated in a Phase 1b
study in combination with nivolumab in select tumor types. Mereo's
rare disease product portfolio consists of setrusumab, which has
completed a Phase 2b dose-ranging study in adults with osteogenesis
imperfecta (OI), as well as alvelestat, which is being investigated
in a Phase 2 proof-of-concept clinical trial in patients with
alpha-1 antitrypsin deficiency (AATD) and in a Phase 1b/2 clinical
trial in COVID-19 respiratory disease.
Additional Information
The person responsible for arranging the release of this
information on behalf of the Company is Charles Sermon, General
Counsel.
Forward-Looking Statements
This Announcement contains "forward-looking statements." All
statements other than statements of historical fact contained in
this Announcement are forward-looking statements within the meaning
of Section 27A of the United States Securities Act of 1933, as
amended (the "Securities Act"), and Section 21E of the United
States Securities Exchange Act of 1934, as amended (the "Exchange
Act"). Forward-looking statements usually relate to future events
and anticipated revenues, earnings, cash flows or other aspects of
our operations or operating results. Forward-looking statements are
often identified by the words "believe," "expect," "anticipate,"
"plan," "intend," "foresee," "should," "would," "could," "may,"
"estimate," "outlook" and similar expressions, including the
negative thereof. The absence of these words, however, does not
mean that the statements are not forward-looking. These
forward-looking statements are based on the Company's current
expectations, beliefs and assumptions concerning future
developments and business conditions and their potential effect on
the Company. While management believes that these forward-looking
statements are reasonable as and when made, there can be no
assurance that future developments affecting the Company will be
those that it anticipates.
All of the Company's forward-looking statements involve known
and unknown risks and uncertainties some of which are significant
or beyond its control and assumptions that could cause actual
results to differ materially from the Company's historical
experience and its present expectations or projections. The
foregoing factors and the other risks and uncertainties that affect
the Company's business, including those described in its Annual
Report on Form 20-F, Reports on Form 6-K and other documents filed
from time to time by the Company with the SEC should be carefully
considered. The Company wishes to caution you not to place undue
reliance on any forward-looking statements, which speak only as of
the date hereof. The Company undertakes no obligation to publicly
update or revise any of its forward-looking statements after the
date they are made, whether as a result of new information, future
events or otherwise, except to the extent required by law.
Mereo BioPharma Contacts:
Mereo +44 (0)333 023 7300
Denise Scots-Knight, Chief Executive Officer
N+1 Singer (Nominated Adviser and Broker to Mereo ) +44 (0)20 7496 3081
Phil Davies
Will Goode
Burns McClellan (US Investor Relations Adviser
to Mereo ) +44 (0)333 023 7300
Lisa Burns
Steve Klass
FTI Consulting (UK Public Relations Adviser
to Mereo ) +44 (0)20 3727 1000
Simon Conway
Ciara Martin
Investors investors@ mereo biopharma.com
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END
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October 07, 2020 07:00 ET (11:00 GMT)
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